KINDLY TERMS AND CONDITIONS OF BUSINESS

THIS WEBSITE www.kindly.com (“WEBSITE”) IS OWNED AND CONTROLLED BY PLUSME LIMITED, TRADING AS KINDLY (“WE” OR “KINDLY”). THE PURPOSE OF THIS WEBSITE IS TO PROVIDE A FORUM WHERE CREATIVES IN VARIOUS MEDIUMS AND SECTORS (“KINDLY CREATOR(S)”) CAN SEEK FUNDING FOR PARTICULAR CAMPAIGNS (“KINDLY CAMPAIGN”) AND CAN FURTHER ELECT TO HAVE PART OR ALL OF SUCH FUNDING PROVIDED TO BE PAID TO AN ELECTED CHARITY OR RECIPIENT (“CHARITY/IES”). THESE TERMS AND CONDITIONS GOVERN THE USE BY YOU (“YOU” OR “USER”) OF THIS WEBSITE, WHETHER YOU ARE BROWSING THE WEBSITE, MAKING A DONATION TOWARDS A KINDLY CAMPAIGN (“DONATION(S)”) OR IF YOU ARE A KINDLY CREATOR OR A CHARITY. BY ACCESSING AND USING THE WEBSITE YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. YOU SHOULD READ THE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY.

1. Registration/Use

1.1 You may browse the Website and view content without registering. However, if you are a Kindly Creator and want to submit or contribute to a Kindly Campaign or you are a Charity, then you will be required to register with Kindly and provide certain information such as your email address and enter a password. You will need this to login to the Website on future occasions. You do not have to register to make donations.

1.2 You must be 16 years or older to submit a Kindly Campaign or to register as a Charity. In using or registering with the Website, you represent that you, whether an individual or corporate user, have the legal capacity to form a binding contract.

1.3 You agree to provide true, accurate, current and complete information about yourself or your company or institution. Failure to do so shall constitute a breach of the Terms and Conditions, which may result in immediate termination of your account with us (“Account”).

1.4 All conduct and contracts concluded on the Website (for example, if you make a Donation and you agree activities or rewards in return for that Donation with the Kindly Creator) shall be in the English language.

1.5 Kindly reserves the right to refuse your registration with the Website for any reason whatsoever.

1.6 Please note that your Kindly Campaign may not go live immediately.

1.7 Once you have submitted your Kindly Campaign details you can edit the content of the Kindly Campaign and extend the fundraising period but you cannot change the fundraising goal of the Kindly Campaign or the elected Charity.

2. Password Protection

2.1 You must protect your Account password and you are responsible for all activities that occur under your Account.

2.2 By accepting these Terms and Conditions and unless otherwise specified in these Terms and Conditions, you agree that Kindly takes no responsibility for fraudulent use of your Account. If you think that your Account has been compromised and/or is being used by another person, we recommend that you change Account immediately and contact us using hello@kindly.com

3. Donations

3.1 The following deductions will be made from all Donations:

3.1.1 Kindly charges an administration fee of 5% plus VAT on each Donation made.

3.1.2 There will be a deduction of in respect of each donation made by using Stripe Payments Europe Limited (our payment administration partner) a fee of 1.4% and 20p per donation for UK issued cards (Visa, Mastercard and Amercian Express) and 2.9% and 20p per donation for non-UK issued cards. Please note that these are collected by Stripe Payments Europe Limited directly.

3.2 The Donation may go to fund the Kindly Campaign only or to a Charity where there is a surplus of funds following completion of the Kindly Campaign and where the Kindly Creator has so directed. The Kindly Creator can also elect that all Donations may go to the elected Charity less Kindly’s fees. Kindly is not responsible for assessing the amount of funding required for a Kindly Campaign. Kindly shall arrange payment of relevant Donations to the elected Charity. Kindly shall hold all relevant Donations allocated for Charities in a separate account.

3.3 All fees and amounts stated on the Website are quoted in GBP£ (United Kingdom Pounds Sterling), unless otherwise stated.

3.4 If you make a donation, your credit card or bank account will be debited by the donation amount immediately. In the absence of fraud, you shall not have any right of cancellation of your donation.

3.5 Kindly shall arrange for the allocation of Donations as directed by the Kindly Creator. Any dispute over the allocation of Donations shall be taken up directly between the person or company providing the Donation, the Charity and/or the Kindly Creator. You agree that Kindly shall not be liable for the allocation of Donations and acts merely as the Kindly Creator’s agent in the allocation of Donations.

3.6 Debit or credit card transactions may not always be satisfied.

3.7 The Kindly Creator at its exclusive discretion will elect that Donations will:

3.7.1 fund entirely a particular Kindly Campaign; or

3.7.2 be paid entirely to a nominated Charity; or

3.7.3 following funding of the Kindly Campaign any surplus funds are paid to an elected Charity.

3.8 Kindly Campaigns are not charities to which you can make tax-deductible charitable contributions. The Website permits you to contribute Donations directly to certain charitable organizations through the Website. Kindly is not a charity. Kindly may use an independent third party database listing of registered charities. You acknowledge that contributions to Kindly Campaigns are not deductible under your jurisdiction’s applicable tax laws and regulations.

3.9 The Website is an administrative platform only. Kindly facilitates the Donations transaction between you providing the Donation and the Kindly Creator and the Charity, but is not a party to any agreement between a Kindly Creator a donor, or between any user and a Charity. Kindly is not a broker, agent, financial institution, creditor or insurer for any user. Kindly has no control over the conduct of, or any information provided by, a Kindly Creator or a Charity, and Kindly hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.

3.10 Kindly does not guarantee that a Kindly Campaign or a Charity will obtain a certain amount of Donations or any Donations at all. We do not personally endorse any Kindly Campaign, Kindly Creator or Charity, and we make no guarantee (explicit or implied), that any information provided through the Website by a user is accurate. We expressly disclaim any liability or responsibility for the success of any Kindly Campaign, or the outcome of any fundraising purpose. You, as a donor, must make the final determination as to the value and appropriateness of contributing to any Kindly Campaign, Kindly Creator or Charity.

3.11 We do not and cannot verify the information that Kindly Creators supply, nor do we guarantee that the Donations will be used in accordance with any fundraising purpose prescribed by a Kindly Creator or Charity. We assume no responsibility to verify whether the Donations are used in accordance with any applicable laws; such responsibility rests solely with the Kindly Creator and/or Charity, as applicable. While we have no obligation to verify that the use of any funds raised is in accordance with applicable law and these Terms and Conditions, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that a Kindly Creator or Charity is not raising or using the funds for their stated purpose, please contact us at hello@kindly.com

3.12 It is your responsibility to determine what, if any, taxes apply to the Donations you receive through your use of the Website. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.

3.13 You, as a Kindly Creator (or, as applicable, the beneficiary Charity elected by the Kindly Creator), may withdraw Donations at any time up to the full amount of all Donations credited to your Kindly Campaign, less the Kindly deductions as set out in term 3.1 and any previously withdrawn amounts ("Withdrawals") and subject to any monies to be held that we or our payment partners may place on your Account. The withdrawals will be subject to how the Kindly Creator has elected to Donations to be allotted in accordance with term 3.7. Kindly expressly disclaims any and all responsibility for any delay or inability to access and use Withdrawals at any specified time, and any consequences arising from such delay or inability. You are responsible for ensuring that the information you provide to Kindly in order to process a Withdrawal, including your bank account information, is accurate and up to date.

3.14 Kindly may place a hold on an Account restricting Withdrawals (defined herein). Some of the reasons that we may place a hold on an Account include the following: (i) if we have reason to believe (in our sole discretion) that information provided by a Kindly Creator is false, misleading, or fraudulent, or that funds are being used in a prohibited manner, (ii) if the funds available should be provided directly to a party other than the Kindly Creator (such as a legal beneficiary or person entitled by law to act on behalf of a Kindly Creator), (iii) if we have reason to believe that a Kindly Campaign or Kindly Creator has violated these Terms and Conditions, or (iv) if required in order to comply with a court order or as otherwise required under applicable laws and regulations.

3.15 There is no limit on the Funding amounts you select for each Kindly Campaign. If you are a business that is registered for VAT, please take this into account when calculating the Funding amounts for your Kindly Campaign.

3.16 Please note that our payment process for the allocation of Donations may take between 7-10 calendar days from receipt to payment.

4. Credit/Debit Card Payments

4.1 In making your Donation by credit or debit card, you agree that all the credit/debit card information you provide is true, correct and complete, that you are authorised to use the credit/debit card to make a Donation and that your Donation will be honoured by your credit/debit card issuer.

4.2 If you discover that an unauthorised transaction has been made on the Website site using your credit/debit card, then Kindly will refund to you any monies received provided that: (a) you inform your credit/debit card company and Kindly of the unauthorised payment as soon as you discover it; (b) your credit or debit card issuer agree in writing that a fraud has occurred and (c) you co-operate with your credit/debit issuer and Kindly and, if necessary, the police in relation to the unauthorised use.

4.3 Donations will not be refunded unless fraudulent use of the card is proven in accordance with clause 4.2.

4.4 Kindly Creators may initiate refunds of Donations at their own discretion. Kindly is not responsible for issuing refunds for Donations that have been paid to a Kindly Creator and/or Charity.

4.5 The terms and conditions of Stripe Payments Europe Limited with respect to Donations and Withdrawals will apply. Any personal information you provide to this payment provider will be processed in accordance with its privacy policies and not ours.

4.6 On certain Donations for certain Kindly Campaigns Kindly will take the payment straight away and this cannot be returned without the express approval of Kindly

4.7 Kindly shall use all reasonable endeavours to make sure the Donation(s) are paid to the relevant Charity. In the unlikely event that a Charity does not wish to accept the Donation(s) then Kindly at its sole discretion shall pay the Donation(s) to a similar charity.

5. Fundraising Accountability

5.1 Kindly shall not be liable for any interactions you may have with other Users. In particular, if you are making a Donation, Kindly will not be responsible for any interactions you may have with the Kindly Creator and/or Charity. All matters agreed with Kindly Creators are your own responsibility, including, without limitation, any commitment that a Kindly Creator may make to recognise your Donation. If you are a Kindly Creator you recognise and agree that you are wholly responsible for delivering all Campaigns and fulfilling any promises and representations that you make to those providing a Donation in relation to Kindly Campaign generally.

5.2 Kindly has no control over the actions of Users or Kindly Creators or over the use of the Donations by Kindly Creators and/or the Charities.

5.3 If you are dissatisfied with any Kindly Campaigns to which you have made a Donation, then you should take this matter up with the Kindly Creator. Kindly will not engage in any such disputes and you agree that Kindly has no liability in relation to such disputes.

5.4 We reserve the right, but are not obliged, to attempt to verify your identity and other information you provide to us and to reject, cancel, interrupt, remove, or suspend an active Kindly Campaign at any time and for any reason. We or our payment providers may also perform an examination before any funds are distributed to you. We will not be liable to you for any losses that you suffer or incur as a result of us taking any of the actions in this term.

5.5 You may wish to collaborate on an existing Kindly Campaign. Where you do act as a collaborator all terms applicable herein to a Kindly Creator shall apply to you as a collaborator. As a collaborator you will be required to have a Kindly account.

6. Privacy and Acceptable Use Policy

Kindly’s Privacy Policy and Acceptable Use Policy are hereby incorporated by reference and form part of these Terms and Conditions.

7. User Conduct and Content

7.1 You agree to act in a responsible and legal manner when using the Website. You shall comply with all applicable laws, regulations and rules and undertake not to use the Website or allow the Website to be used for any unlawful purpose, for the commission of any offence or crime under the laws of any jurisdiction to which access is obtained through the website or in a manner which is likely to cause harm, offence or nuisance to any other internet user.

7.2. You may not use the Website in any manner which could damage, disable, overburden or impair the Website or any other party’s computer systems or hack or gain unauthorised access to the Website and its data.

7.3 If you are a Kindly Creator you may not post any content on the Website which you are not authorised to use for example, any work which is not your own original work or which you do not have the right to post on the Website. If someone makes a claim or allegation that your Campaign or any other content posted by you on the Website is their work or infringes their intellectual property rights, you shall contact Kindly immediately via hello@kindly.com for information purposes only but acknowledge that Kindly shall not be responsible in defending any actions or claims brought and You shall indemnify Kindly against all losses, damages and costs incurred by Kindly as a result of any claim or action brought as a consequence of the Campaign.

7.4 You must not use the Website to transmit to or from the Website any potentially unlawful, threatening, libellous, defamatory, tortious, obscene, offensive, hateful, scandalous, inflammatory, pornographic or profane material, or any other material that could give rise to any civil or criminal liability under law, including, without limitation, any material that you are not entitled to post or transmit, or where such posting or transmission is otherwise in breach of any third party intellectual property rights.

7.5 You must not use any automated system or software to extract data from this Website for display on any other website or to use it otherwise and, equally, you may not copy or provide details of products and systems or use it otherwise unless you obtained that information independent of our Website.

7.6 You may not use information obtained in connection with its registration with or use of the Website, or in any way use the Website, to carry out unsolicited mail-bombing or spamming or cause annoyance, inconvenience or anxiety to other internet users; use the Website or information obtained in connection with its registration to distribute or deliver any software virus or worms; or display on the Website or use in connection with the Website any materials which in any way infringe the copyright, other intellectual property rights or proprietary rights of a third party or which may otherwise render Kindly liable to the payment of damages to any third party.

7.7 Kindly reserves the right to remove or suspend any material posted which is, in its sole opinion, in breach of this clause, or which it suspects to be in breach of this clause at its absolute discretion. In addition to any other remedies available to Kindly pursuant to these Terms and Conditions, you agree to compensate Kindly for any losses, liabilities, costs and expenses of whatever nature, which Kindly may suffer arising as a result of your breach of this term.

8. Links

8.1 The Website may contain links to third party websites, but this does not mean that Kindly endorses or authorises those websites. Your use of third party websites is subject to the terms and conditions of use contained within each of those websites. Kindly may terminate a link to a third party website at any time.

8.2 You may create links to the Website, but you should ensure that creating such links does not breach the terms of use of any third party websites.

9. Intellectual Property

9.1 Kindly is the registered trade mark and the property of Plusme Limited and you may not use the Kindly name and/or logo without express written permission from Kindly.

9.2 Other than content posted on the Website by Campaign Creators, Kindly, our licensors or other relevant third parties own all other information, communications, software, scripting, photographs, text, video, graphics, music, sounds, images, trademarks, trade names, logos and other materials and services found on the Website, including its look and feel (“Website IP”).

You should note that the Website IP is protected by copyright, trademark, database right, similar rights and other intellectual property rights under national laws and international treaties.

You may not make alterations, copies, extractions, modifications, or additions to the Website IP, or sell, copy, disseminate or licence it, or misuse the Website IP in any way. You may not re-publish, extract, reproduce, disseminate or otherwise use the Website IP without our permission. However, you may for personal use only, print copies of the information contained on the Website and temporarily store the files on your computer to allow you use the Website.

You may have other rights under mandatory law which are unaffected by this provision.

9.3 You may not use any intellectual property rights comprised or contained in any Kindly Campaign without the express written consent of the Kindly Creator.

9.4 If you are a Kindly Creator, you warrant, represent and undertake that you own all intellectual property rights in your Kindly Campaign as sole legal and beneficial owner free from encumbrances, but to the extent you do not own such intellectual property rights, you have a valid and existing licence to include them in your Kindly Campaign. You hereby grant to Kindly a world-wide, perpetual, royalty free, non-exclusive licence of such intellectual property rights to the extent necessary to include your Kindly Campaign on the Website and to facilitate fundraising for your Kindly Campaign.

9.5 The Website IP is provided by Company on an as is basis, and Kindly expressly disclaims, to the extent permitted by applicable law, any or all warranties, expressed or implied, including without limitation warranties of merchantability and fitness for a particular purpose, with respect to any Website IP. To the extent permitted by applicable law, Kindly excludes any or all responsibility and/or liability for any damages or loss of any kind whatsoever with respect to the Website IP whether any of the foregoing are, without limitation, direct, indirect, incidental, special, punitive, consequential or of any other kind whatsoever.

9.6 With regard to content submitted by Users to the Website (“User Content”), Kindly does not claim ownership of such User Content. However, with respect to User Content you submit or make available for inclusion on accessible areas of the Website, you grant to Kindly a world-wide, perpetual royalty free and non-exclusive licence to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such User Content on the Website solely for the purposes of including user content on the Website and facilitating the fundraising process. In the event a claim is made against Kindly if you infringe a third party’s intellectual property rights, you agree to indemnify and hold Kindly harmless in relation to any loss or damage Kindly may suffer in respect of such claims.

10. Modifications to terms and conditions

10.1 Kindly reserves the right, at its sole discretion, to modify or replace any of these Terms and Conditions, or change, suspend, or discontinue the Website or the fundraising service provided via the Website (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you an email. Kindly may also impose limits on certain features and services or restrict your access to parts or all of the Service but will notify you in advance of any such changes.

10.2 Every time you use the Website you are deemed to have accepted the latest terms and conditions as published at the time or otherwise notified to you. If you do not accept these terms and conditions, you should not use the Website.

11. Failure to comply

If you fail to comply in any way with these Terms and Conditions, Kindly may suspend or terminate your Account or restrict you from using the Website.

12. Termination

12.1 Kindly may terminate your Account or your use of the Website on written notice (which shall include e-mail) if you are in breach of any of the Terms and Conditions and fail to correct such breach within seven (7) days following adequate notice from Kindly specifying the breach or in the case of a breach of term 9, Kindly may terminate forthwith without notice.

12.2 Kindly may terminate your Account upon written notice (which shall include e-mail) if you are a company and you go into insolvent liquidation, receivership or or you are deemed to be unable to pay your debts as they fall due within the meaning of section 214 of the Companies Act, 1963 (as amended, extended, consolidated, or replaced), of if you are an individual and you are declared bankrupt or if you cease or threaten to cease trading.

12.3 Kindly may terminate your Account at any moment for any reason following 30 days written notice (which shall include e-mail).

12.4 Termination of these Terms and Conditions for any reason shall not affect the accrued rights of the parties or any provision of these Terms and Conditions which relates to or governs the acts of the parties hereto subsequent to such expiry or termination shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination.

13. Limitation of Liability

13.1 Kindly makes no warranty as to the accuracy, reliability or currency of any information on this website.

13.2 Kindly shall not be liable for any interruption or suspension of the website or related services due to circumstances beyond its control including, without limitation any breakdown in internet connectivity or security.

13.3 Kindly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access to or use of this website, including, without limitation, damage arising as a result of any bugs, trojan horses, viruses, worms or other harmful codes or errors experienced as a result of accessing the website.

13.4 To the fullest extent permitted by applicable law, Kindly exclude all liability to you for the following loss, howsoever arising, under or in connection with these terms of use or your use of the website and the content, even if Kindly has been advised of the possibility of such loss or damages, or if such loss or damages were reasonably foreseeable:

(i) loss of actual or anticipated profits or loss of sales;

(ii) loss of business, business opportunity, investment or customers;

(iii) loss of actual or anticipated revenue or savings;

(iv) loss of, damage to, or reduction in value of, goodwill or reputation;

(v) loss of, or loss of use of, or damage to, any software or data or equipment (including, without limitation, computer equipment);

(vi) loss and/or liabilities arising under or in relation to any other contract; and/or

(vii) indirect, economic, consequential, exemplary, punitive, special, or incidental damages or losses.

13.5 To the maximum extent permitted by applicable law, Kindly expressly disclaims all and shall not be deemed to have given any warranties, express or implied (by law or otherwise), and (other than as set out in these terms and conditions) in relation to the website and your use of the Website.

14. Indemnity

You agree to indemnify and keep fully indemnified and hold Kindly and its officers, employees, agents and successors harmless from and against any claim or demand whatsoever made by any third party and any losses, costs, damages, expenses and liabilities, including reasonable legal fees, due to or arising out of (i) User/Kindly Creator Content, (ii) Your use of the Website otherwise than in accordance with these Terms and Conditions and (iii) Your breach of these Terms and Conditions.

15. Governing Law

These Terms and Conditions are governed by the laws of England whose courts shall have exclusive jurisdiction.

16. Support

In the event that you experience technical difficulties in the use of the services on the Website, please send us your query to hello@kindly.com